10-K: TMC Metals Company Advances Deep-Sea Mining, Reports 2025 Results

TMC the metals company Inc. details significant progress in deep-sea polymetallic nodule development, including U.S. regulatory advancements, strategic partnerships, and financial results for the fiscal year ended December 31, 2025.

Summary

• TMC is a deep seabed minerals developer focused on collecting, processing, and refining polymetallic nodules from the Clarion Clipperton Zone (CCZ) in international waters.
• The company aims to produce nickel, copper, cobalt, and manganese, which are critical minerals for strategic sectors like semiconductors, AI data centers, steel manufacturing, and defense.
• TMC's resource definition work indicates its contract areas hold the world's largest estimated undeveloped resource of several critical metals.
• In August 2025, TMC released the NORI-D Pre-Feasibility Study (PFS), declaring the world's first mineral reserves for a seafloor polymetallic nodule project, demonstrating its economic viability.
• TMC USA, a wholly-owned subsidiary, submitted a consolidated exploration license and commercial recovery permit application to NOAA in January 2026, covering approximately 65,000 square kilometers in the CCZ.
• The application areas are estimated to contain 1.639 billion wet tonnes of measured, indicated, and inferred mineral resources, including 15.5 million tonnes of nickel, 12.8 million tonnes of copper, 2.0 million tonnes of cobalt, and 345 million tonnes of manganese.
• An Executive Order in April 2025 directed the Commerce Secretary to expedite DSHMRA permitting and assess the use of the National Defense Stockpile for nodule-derived minerals.
• TMC maintains strategic partnerships with Allseas for offshore collection, PAMCO for nodule processing in Japan, Korea Zinc for refining technology and U.S. development, and Mariana Minerals for domestic onshore processing facilities.
• The company reported a net loss of $319.8 million for the year ended December 31, 2025, compared to $81.9 million in 2024, with an accumulated deficit of $951.3 million.
• Exploration and evaluation expenses decreased to $40.3 million in 2025 from $50.6 million in 2024, while general and administrative expenses increased significantly to $99.8 million from $30.6 million.
• The increase in G&A expenses was primarily due to a $63.7 million increase in share-based compensation related to retention grants, RSUs, and options.
• TMC raised $85.2 million from Korea Zinc and $37.0 million from a registered direct offering in 2025, along with $14.8 million from an At-the-Market Equity Distribution Agreement.
• The fair value of the royalty liability increased by $131 million to $145 million as of December 31, 2025, following the NORI-D PFS.
• The company holds an exclusive right of negotiation with the Port of Brownsville, Texas, for a 50-year lease option on 1,466 acres for potential domestic nodule processing and refining facilities.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with cautious optimism. While significant progress has been made on regulatory approvals and strategic partnerships, the substantial increase in net loss and accumulated deficit, coupled with ongoing regulatory delays and the need for future capital raises, indicates considerable financial and operational challenges ahead for this pre-revenue company.

Positives

• Declaration of the world's first mineral reserves for a seafloor polymetallic nodule project (NORI Area D PFS), demonstrating economic viability.
• Significant U.S. government support through Executive Order 14825, directing expedited DSHMRA permitting and assessment of nodule-derived minerals for the National Defense Stockpile.
• NOAA confirmed full compliance of TMC USA's exploration license applications and substantial compliance of its consolidated application, granting priority rights.
• Successful demonstration of nodule processing at industrial scale by PAMCO in Japan, processing 2,000 tonnes of wet nodules.
• Strategic investment of $85.2 million from Korea Zinc, a world leader in non-ferrous metal refining, strengthening U.S. development efforts.
• Partnership with Mariana Minerals to accelerate development of potential domestic onshore processing and refining facilities in Brownsville, Texas, using an AI-driven approach.
• Successful production of battery-grade, high-purity manganese sulfate from nodule-derived manganese silicate in bench-scale trials.
• Positive LCA results indicating that nodule-derived metals (especially from NORI-D Texas scenario) have the lowest environmental costs compared to terrestrial routes across evaluated impact categories.
• Peer-reviewed studies confirming biodiversity impacts were confined to directly mined areas and seafloor plumes stayed low and settled fast during test mining.
• The company's resource is estimated to be the world's largest undeveloped resource of several critical metals, with the potential to eliminate U.S. dependence on foreign sources for nickel, cobalt, and manganese.

Negatives

• Significant net loss of $319.8 million for the year ended December 31, 2025, a substantial increase from $81.9 million in 2024.
• Accumulated deficit of approximately $951.3 million from inception through December 31, 2025.
• Substantial increase in general and administrative expenses by $69.2 million, primarily due to share-based compensation.
• Regulatory uncertainties persist, with no commercial recovery permit yet obtained from NOAA, and the ISA has repeatedly failed to adopt final exploitation regulations.
• The NORI Exploration Contract expires in July 2026, and the TOML Exploration Contract expires in January 2027, requiring extensions.
• Ongoing litigation, including a class action lawsuit and a civil claim from American Metal Inc., could result in substantial costs and divert management attention.
• The company is a pre-revenue company and will require significant additional financing to fund continued operations and reach commercial production.
• The market price of common shares has been volatile, falling below Nasdaq's minimum $1.00 per share for extended periods in prior years, posing a delisting risk.
• The exercise price for Public and Private Warrants ($11.50) is significantly above the current common share price ($4.27 as of March 27, 2026), making them likely to expire worthless.
• The NORI-D PFS is not a feasibility study and does not support a development decision, requiring additional project planning and design.

Risks

• Regulatory uncertainties under both ISA and DSHMRA regimes, including delays in permit issuance, potential conflicting regulations, and legal challenges from third parties.
• Changes in government regulation and political instability in sponsoring states (Nauru, Tonga) or the U.S. could adversely affect operations, including potential termination of sponsorship agreements.
• Extensive and costly environmental requirements, with uncertain environmental parameters and mitigation measures, could impose significant costs or limit operations.
• The grade and quality of polymetallic nodule deposits are estimates and may prove inaccurate, impacting revenue and costs.
• Unproven commercial collection technology and development plans for seafloor polymetallic nodules, with no prior commercial mining history, pose significant operational risks.
• Reliance on third-party consultants and partners for independent analyses, which may contain inaccuracies or become outdated.
• Uncertainty in mineral resource and reserve estimates, which are based on geological interpretation and statistical inferences, may lead to lower-than-expected revenues and higher costs.
• Highly competitive industry with potential for new entrants, more economic technologies, or strategic partnerships by competitors.
• Fluctuations in market prices of nickel, manganese, copper, and cobalt, and the cost of power, natural gas, and marine fuels, could materially impact profitability.
• Negative perceptions and lobbying from non-governmental organizations could adversely affect business, including potential moratoria on deep-sea mining.
• Inherent hazards and uncertainties in offshore collection and onshore processing operations, including industrial accidents, unexpected maritime/seafloor conditions, and equipment failures.
• Dependence on key personnel and the ability to attract and retain skilled technicians and engineers.
• Reliance on information technology systems, which are subject to cyber threats, disruption, damage, and failure.
• Business is capital intensive, requiring additional funds that may not be available on acceptable terms or at all, potentially forcing reduction or termination of operations.
• Potential dilution of ownership interests from future issuance of common shares or other equity securities.
• Risk of delisting from Nasdaq if continued listing standards are not met.
• Exposure to risks from multi-national operations, including foreign currency risk, limitations on asset transfers, and political turmoil.
• Potential classification as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. holders.
• Canadian law and company articles contain anti-takeover provisions that could delay or discourage takeover attempts.
• Forum selection provisions in company articles may limit shareholders' ability to bring claims in preferred judicial forums.

Future Outlook

TMC anticipates a phased ramp-up strategy for commercial production, with offshore production commencing using the 'Hidden Gem' vessel, upgraded to a maximum capacity of 3.0 Mtpa of wet nodules. The company expects to add three more production vessels to reach approximately 12 Mtpa by 2031-2045. Initial processing is planned at PAMCO's facilities in Japan and Indonesia, with a shift to a new refining facility in Texas, U.S., for 50% of matte production from year 6, increasing to 100% from year 10. The life of mine is estimated at 19 years. TMC is evaluating alternative execution scenarios to reduce reliance on foreign processing by transporting nodules directly to integrated U.S. facilities. The company aims to commission the first commercial nodule collection system in Q4 2027 and commence production during the current U.S. administration, subject to timely regulatory approvals.

Management Comments

• Gerard Barron, CEO, highlighted the abundant, unattached polymetallic nodule resource as a platform to secure new supplies of critical minerals essential for U.S. infrastructure, defense, energy, and technology.
• Dr. Thomas Peacock of MIT, an expert on deep-sea sediment plume dynamics, asked the Committee to be wary of misinformation, stating that 'unfortunately it's not the case that the latest scientific findings are being used to drive decisions and discussions about deep-sea mining.'

Industry Context

StockSavvy.ai notes that TMC is positioning itself to capitalize on the growing global demand for critical minerals, particularly nickel, copper, cobalt, and manganese, which are essential for the energy transition, AI data centers, and defense. The U.S. government's Executive Order 14825 and America's Maritime Action Plan underscore a national strategic shift towards securing domestic critical mineral supply chains, creating a favorable regulatory and funding environment for deep-sea mining. While terrestrial mining faces increasing environmental and social scrutiny, and declining ore grades, TMC's deep-sea nodule approach offers a potentially lower-impact alternative, addressing supply chain vulnerabilities currently dominated by China. The company's partnerships with industry leaders like Allseas, PAMCO, and Korea Zinc, along with its focus on near-zero solid waste processing, align with broader industry trends towards sustainable and efficient resource extraction. However, the nascent nature of commercial deep-sea mining means TMC operates in an evolving regulatory landscape with significant public perception challenges from NGOs, which could impact market acceptance and financing.

Comparison to Industry Standards

• TMC's resource definition work indicates its contract areas represent the world's largest estimated undeveloped resource of several critical metals, positioning it uniquely against most land-based projects.
• Comparative Life Cycle Assessments (LCAs) by Ecoquant (September 2025) and Minviro (May 2025) suggest that producing nickel sulfate and cobalt sulfate from NORI Area D (especially the Texas scenario) consistently results in the lowest environmental costs compared to traditional land-based routes.
• For copper cathode production, NORI Area D scenarios generally outperform all evaluated terrestrial routes across impact categories, with the exception of the DRC route in climate change and energy use, which performs poorly in acidification.
• TMC's near-zero solid waste flowsheet design for onshore processing is a significant differentiator, aiming to avoid tailings dams and toxic waste streams common in terrestrial mining, particularly in high-biodiversity areas like Indonesia and the DRC.
• The company's approach is projected to reduce biomass at risk by over 90% compared to producing the same amount of metals from conventional land ores, contrasting with land-based mining in biodiverse countries like Indonesia and the DRC.
• The estimated impact of nodule collection operations in the CCZ (41,500 sq km/year if the entire exploration area were exploited over 30 years) is less than 1% of the seafloor impacted annually by trawling operations (4,900,000 sq km/year) in highly productive coastal waters.
• TMC is the only company to have demonstrated integrated nodule collection system technology since the 1970s, following its pilot mining test in 2022, setting it apart from other deep-sea mineral exploration companies.
• PAMCO's successful feasibility study on processing 2,000 tonnes of wet nodules at its Hachinohe facility demonstrates industrial-scale viability, a key step towards commercialization not yet achieved by other deep-sea mining ventures.

Management Changes

Corporate Governance

Legal Proceedings

• Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc. (N.Y. Sup. Ct.): Lawsuit filed January 23, 2023, alleging breach of representations and warranties in private placement Subscription Agreements and breach of good faith and fair dealing. Motion to dismiss breach of Subscription Agreement claim denied in December 2023, upheld on appeal in December 2024, moving to discovery phase. Potential for substantial damages and litigation costs.
• American Metal Inc. and American Metal Resources LLC v. TMC The Metals Company Inc. and The Metals Company USA LLC (Supreme Court of British Columbia): Civil claim filed January 16, 2026, alleging tortious intimidation, breach of contract, breach of confidence, and breach of duty of honest performance related to discussions on collaboration and competing NOAA license applications. TMC filed a counterclaim on March 3, 2026, alleging breach of contract, confidence, and fiduciary duty. Litigation is in early stages, potential loss is currently unestimable.

Related Party Transactions

• TMC has a 2024 Credit Facility with Gerard Barron (CEO and Chairman) and ERAS Capital LLC (family fund of director Andrei Karkar), allowing borrowing up to $44 million. As of December 31, 2025, no amount was drawn, but $0.7 million in underutilization fees was payable.
• The 2024 Credit Facility's maturity date was extended to June 30, 2027, with an option for further extension to June 30, 2028, by the 2024 Lenders.
• Allseas Group S.A. (and its affiliates) is a strategic partner and significant shareholder. TMC incurred $5.0 million in engineering, project management, and vessel use services from Allseas in 2025. Total amount payable to Allseas and its affiliates was $34.2 million as of December 31, 2025.
• Allseas Investments (an Allseas affiliate) provided a $7.5 million Working Capital Loan in 2024, which was fully repaid with interest ($0.5 million) in Q2 2025.
• Allseas participated in the May 12, 2025, registered direct offering, purchasing 2,333,333 common shares and Class C Warrants for $7 million.
• TMC issued 4.15 million common shares to Allseas on August 14, 2023, in consideration for exclusive use of the 'Hidden Gem' vessel.
• TMC issued 11,578,620 common shares to Allseas on August 9, 2023, upon exercise of a warrant granted in March 2021.
• Consulting fees of $0.3 million were paid to immediate family members of management in 2025.
• Robertsbridge Consultants Limited, chaired by a TMC director, provided $5 thousand in consulting services in 2025.

Stakeholder Impact

• Shareholders: Potential for significant dilution from future equity raises and warrant exercises. Ongoing litigation and volatile share price pose risks. The increase in net loss and accumulated deficit negatively impacts shareholder value. However, regulatory progress and strategic partnerships offer long-term growth potential.
• Employees: Share-based compensation is a significant component of remuneration, aligning interests with company performance. The company's growth plans could create new opportunities, but operational uncertainties and financial losses pose job security risks.
• Customers (future): The development of a new, potentially lower-impact source of critical metals could offer a diversified and secure supply chain, especially for industries like EVs, semiconductors, and defense, reducing reliance on concentrated foreign sources.
• Suppliers/Partners (Allseas, PAMCO, Korea Zinc, Mariana Minerals): Continued strategic partnerships are crucial for project development and commercialization, providing revenue and collaboration opportunities. However, delays or financial constraints could impact these relationships.
• Creditors: The company's significant accumulated deficit and ongoing losses, coupled with the need for future financing, indicate a reliance on external capital, which could pose risks to creditors if profitability is not achieved.
• Regulatory Bodies (NOAA, ISA): TMC's activities are subject to extensive oversight and compliance requirements. Successful development could validate new regulatory frameworks, while failures could lead to increased scrutiny or stricter regulations.
• Sponsoring States (Nauru, Tonga): Sponsorship agreements provide potential revenue streams ($2 per tonne of nodules recovered, annual administration fees, continuity payments) and local investment, but also carry obligations and risks if TMC's projects do not materialize.

Next Steps

• Refine project economics for deep-sea nodule collection and processing.
• Complete development and commission a commercial offshore nodule collection system (Production System #1, PV1) with Allseas, aiming for Q4 2027 commissioning.
• Continue assessing environmental, social, and cultural impacts of offshore nodule collection, including publishing a draft Environmental Impact Statement (EIS) for public comment.
• Secure existing foreign and/or develop new domestic U.S. onshore facilities to process polymetallic nodules into manganese silicate, NiCuCo matte, and end-products.
• Finalize a definitive nodule tolling agreement with PAMCO based on the completed feasibility study.
• Explore opportunities with Korea Zinc for refining nodule-derived matte in South Korea, reusing refinery designs for U.S. facilities, adapting smelting technology, and potentially building a pCAM plant in the U.S.
• Develop a feasibility study with Mariana Minerals for a potential nodule processing and refining facility in the Port of Brownsville, Texas.
• Submit an application to the ISA for a five-year extension of the TOML Exploration Contract in 2026.
• Negotiate and reach definitive contract terms with Allseas in 2026 for the completion of PV1 development, commissioning, and commercial production, including extending the exclusive vessel use agreement for the 'Hidden Gem'.
• File a new registration statement on Form S-3 to raise additional capital.

Key Dates

Recommendation

TMC the metals company Inc. presents a high-risk, high-reward investment profile. The company has made significant strides in securing regulatory pathways in the U.S. and establishing strategic partnerships, which are crucial for pioneering the deep-sea mining industry. The declaration of the world's first mineral reserves for seafloor polymetallic nodules and positive LCA results are strong indicators of long-term potential. However, the substantial net loss, growing accumulated deficit, and reliance on future capital raises highlight significant financial challenges. The inherent uncertainties of a nascent industry, including unproven commercial-scale technology, evolving regulatory frameworks, and potential public opposition, warrant caution. While the long-term vision is compelling, the immediate financial performance and operational hurdles suggest a 'hold' recommendation for seasoned investors who are comfortable with high risk and a long investment horizon, awaiting clearer signs of sustained operational progress and financial stability before increasing exposure.

Keywords

Deep-sea mining, Polymetallic nodules, Critical minerals, Nickel, Copper, Cobalt, Manganese, SEC filing, 10-K, Clarion Clipperton Zone, DSHMRA, NOAA, ISA, Mineral reserves, Environmental Impact Assessment, Offshore collection, Onshore processing, Strategic partnerships, Capital raise, Financial results, ESG, Supply chain resilience